AART Contract

CONTRACT FOR PICKUP AND TRANSPORT OF STRAY DOGS
AND DOMESTIC ANIMALS INVOLVED IN BITE ACTIVITY
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
ALL ANIMALS RESCUE & TRANSPORTATION, LLC

This Contract is entered into as of this _| day of aay wc) , 2021, between the City of Glendale,
an Arizona municipal corporation (the “City”), and All Animals Rescue & Transportation, LLC, an Arizona
corporation authorized to do business in Arizona (the “Contractor”), collectively, the “Parties.” City and

Contractor agree as follows:

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Scope of Services

A. The Contractor will provide pickup and transport services related to any calls from Glendale
Code Compliance (GCC), Glendale Police Department (GPD) or Glendale residents that deal
with collection of stray dogs, domestic animals involved in public victim bite activity, and
vicious animals at large. Contractor shall perform pickup and transport services in
accordance with the standards set by and/or approved by the Maricopa County Health
Department.

B. The Contractor will answer calls placed by the! City from 9:00 a.m. to 5:30 p.m., Monday
through Friday, and from 9:00 a.m. to 4:30 p.m. on Saturday and Sunday, except as provided
in Sub-Section C. The Contractor will respond to calls for confined or at large stray dogs
within four (4) hours and respond to calls for domestic animals involved in bite activity or
vicious animals within two (2) hours. In response to citizen inquiries, the City will provide
to the Contractor the citizen's name, address and telephone number.

C. The Contractor will respond to calls seven days a week, from 9:00 a.m. to 5:30 p.m., Monday
through Friday, and from 9:00 a.m. to 4:30 p.m. on Saturday and Sunday, for domestic
animals involved in vicious behavior or bite activity. Contractor will respond to GCC or
GPD calls, but only for emergency service requests, on federal or state holidays.

D. The Contractor will record the breed of the animal, to the best of his/her ability, color, weight
and location of pickup on a log sheet and maintain an animal, person and rabies incident
information database. Contractor will obtain and record ID numbers for each animal
impounded and surrendered to Maricopa County Animal Care and Control (MCACC).
Contractor will not impound, or transport owner surrendered animals pursuant to this
Agreement. But upon request, Contractor will inform owners of options available for
assistance with voluntary surrenders. Contractor will provide summary reports to City
personnel monthly and detailed reports to City personnel as needed.

E. The Contractor will coordinate with epidemiologists at the county public health department
to provide rabies and other zoonotic risk assessments. Contractor will also advise City when
quarantine or destruction due to rabies exposure is required and maintain records of all
exposure cases.

F. Contractor will assist City code compliance officers by following up with pet owners who
have been issued a compliance notice when requested by the officer.

G. Contractor will perform community outreach and education when violations are observed by
the Contractor or when requested by the City.

H. Onan as needed basis, Contractor shall perform the following additional services:

Animal Control Support Services to GPD;

Animal beheading & transport for lab testing;

Seizure and removal services for GPD;

Responding to GPD calls for animal restraint while GPD executes search warrants, etc.;
e First on scene bite case response, including animal bite case investigation and bite record
management;

24 hours on call response to GPD only emergency service requests;

Temporarily house animals awaiting Arizona Humane Society pickup (Same Day Only);
Delivery of domestic animals and wildlife to state laboratories for testing;

Transport any sick or injured animals that Contractor may be asked or otherwise be
required to pick-up during the normal course of business to BluePearl Pet Hospital in
Peoria, Arizona;

e Return to owner services - as long as the impounded animal(s) is current on state dog
license and rabies vaccination requirements;

Accept nighttime GPD drop-off of stray and seized animals

Perform community patrols as needed and as requested by GPD

Perform animal trapping services as needed and as requested by GPD

Stray animal at large capture and boarding while waiting on MCACC to accept them; and
Glendale City Code Section 6, animal ordinance enforcement, including, tethering, leash
law, license and vaccination requirements with police support.

Equipment and Performance

A. The Contractor will furnish all labor, materials, supplies and equipment necessary to perform the
pickup and transport services for the City. Vehicles used by the Contractor for transporting
services must be clearly identified with the company name, address, and phone number of the
local office on each side.

B. All work specified will be completed under the direction and satisfaction of the City of Glendale
Code Compliance Official. The City will monitor the Contractor’s performance monthly to
present an evaluation of the Contractor’s overall compliance with the contract.

C. The Contractor will comply with Occupational Safety and Health Administration (OSHA)
standards during the performance of all contracted services.

Warranties. Contractor warrants that all materials, service, or construction delivered under this
contract shall conform to the specifications of this contract. Any defects of design, workmanship,
or materials, which would result in non-compliance with the contract specification, shall be fully
corrected by the Contractor (including labor and materials) without additional cost to the City.

Licenses and Permits. Contractor shall maintain in current status all federal, state, county and
local licenses and permits required for the operation of the business conducted by the Contractor,

at its sole expense.

Key Personnel. The Contractor will assign specific individuals to the key positions in support of
the Contract. Once assigned to work under the Contract, key personnel shall not be removed or
replaced without the prior written approval of the City. Upon the replacement of any key
personnel, Contractor will submit the name(s) and qualifications of any new key personnel to the
City Contract Administrator or Designee. With the concurrence of the Contract Administrator or
Designee, the City will amend the Contract to reflect the name(s) of any replacement key
personnel. Upon any unplanned departure of key personnel, Contractor shall immediately notify
the Contract Administrator or Designee.

Confidentiality of Records. The Contractor will establish and maintain commercially reasonable
procedures and controls for the purpose of assuring that no information contained in its records or
obtained from the City or from others in carrying out its functions under the Contract will be used
by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform
duties under the Contract. Persons requesting such information should be referred to the City.
Contractor also agrees that any information pertaining to individual persons will not be divulged
other than to employees or officers of Contractor as needed for the performance of duties under
the Contract, unless otherwise agreed to in writing by the City.

each contract complaint reported by the public. A citizen report will be given to the Contractor
which will identify (1) the day and hour the complaint was observed or reported, and (2) the
location and description of the complaint. The Contractor will have three (3) hours to correct the
problem after the receipt of the telephone call, email or the facsimile.

Deficiencies in Work, Penalties and Remedies. In the event the Contractor is deficient in any
required services, the City may perform the service by City personnel or by separate contract. The
cost of services performed by City personnel or separate contract will be deducted from the
Contractor’s monthly invoice.

Compensation. The City shall pay Contractor a minimum annual contract price of $284,000.00
for services provided from March 23, 2021 through March 22, 2022 (the “Contract Price”), which
shall be paid to the Contractor in twelve (12) equal monthly payments, in advance, of $23,666.67.
Each payment to be paid on or about the 20" day of each month during the term. Contractor shall
invoice the City at least 21 days in advance of each payment due date to ensure prompt payment.

Thereafter, the Contract Price for the first three (3) optional renewal terms: March 23, 2022
through March 22, 2023, March 23, 2023 through March 22, 2024, and March 23, 2024
through March 22, 2025, if elected, shall increase 2.5% annually. The fourth and final
optional renewal term: March 21, 2025 through March 20, 2026, if elected, shall increase by

1.3%,

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Year 2021-22 | 2022-23 2023-24 2024-25 2025-26
Increase +2.5% 4+2.5% 42.5% +1.3%
ee ___| ($7100.00) | ($7278.00) | ($7459.00) | ($3976.00)
Annual | $284,000.00 | $291,100.00 | $298,378.00 | $305,837.00 | $309,813.00
Contract

Price
Monthly $23,666.67 | $24,258.33 | $24,864.83 | $25,486.42 | $25,817.75
Payment | Monthly Monthly | Monthly Monthly Monthly

In the event that after the effective date of this Contract, MCACC implements an additional fee
for surrendering stray dogs and bite case animals impounded by Contractor under this Contract,
after receiving an invoice from Contractor, the City agrees to reimburse Contractor in full for fees
paid to MCACC.

Invoicing. The Contractor will bill the City on a monthly basis for any work done during the
calendar month. The Contractor must submit Maricopa County Call Log, including the “A
Number” provided by the County Shelter for each animal surrendered and the ‘activity number
assigned to each call by the Contractor, as backup for services rendered. The Contractor shall
submit billing to the City of Glendale Code Compliance to the following address:

Glendale Code Compliance

Attn: Tim Boling

5850 W. Glendale Avenue, 2" Floor
Glendale, Arizona 85301

Email: AART@GlendaleAZ.com

Changes or Additions of Products or Services. The City reserves the right to revise or make
changes within the general Specifications as deemed necessary to best serve the interest of the
City. All changes shall be documented by formal amendment to the contract.

Term of Agreement. This Contract shall be effective as of the date set forth above and will remain
in full force and effect for a term of one (1) year with the option for the City to renew for four (4)
additional years in annual increments.

extend the term of this agreement for an additional four (4) years. Contractor shall be notified
in writing by the City Materials Manager of the City's intention to extend the contract period
at least thirty (30) calendar days prior to the expiration of the original contract period.

Commencement of Work. The Contractor is cautioned not to commence any work or provide any
materials or services under the Contract until and unless Contractor receives a purchase order,
Notice to Proceed, or is otherwise directed in writing to do so by the City.

Applicable Law. This contract shall be governed by State of Arizona law and suites pertaining to
this Contract may only be brought in courts located in Maricopa County, Arizona.

Dispute Resolution. This Contract is subject to arbitration to the extent required by law. If
arbitration is not required by law, the City and the Contractor agree to negotiate with each other in

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good faith to resolve any disputes arising out of the contract. In the event of any legal action or
proceeding arising out of this Contract, the prevailing party shall be entitled to recover its
reasonable attorneys’ fees and costs incurred with said fees and costs to be included in any
judgment rendered.

Contract Cancellation. The City reserves the right to cancel the whole or any part of the contract
due to failure of the Contractor to carry out any term, promise, or condition of the contract. The
City will issue a written ten (10) day notice of default to the Contractor for acting or failing to act
as in any of the following:

e The Contractor provides personnel that do not meet the requirements of the contract.

e The Contractor fails to perform adequately the services required in the contract.

e The Contractor attempts to impose on the City, personnel, which are of an unacceptable
quality.

e The Contractor fails to furnish or finish the required product and/or service within the time
stipulated in the contract.

e The Contractor fails to make progress in the performance of the requirements of the
contract and/or gives the City a positive indication that the Contractor will not or cannot
perform to the requirements of the contract.

If the Contractor does not correct the above problem(s) within ten (10) days after receiving the
notice of default, the City may resort to any single or combination of the following remedies:

Cancel the contract;

e Reserve all rights or claims to damage for breach of any covenants of the contract;
Perform any test or analysis on materials for compliance with the specifications of the
contract. If the results of any test or analysis find a material non-compliant with the
specifications, the actual expense of testing shall be borne by the Contractor;

e In case of default, the City reserves the right to purchase materials or to complete the
required work in accordance with the City Procurement Code. The City may recover any
actual excess costs from the contractor by:

1. Deduction from an unpaid balance;
2. Any combination of the above or any other remedies as provided by law.

Termination for Convenience. The City at its sole discretion may terminate this Contract for
convenience with thirty (30) days advance written notice to Contractor. Contractor shall be
reimbursed for all appropriate costs as provided for within the contract up to the termination date
specified. Contractor, at its sole discretion, may terminate this Contract for convenience with
thirty (30) days advance written notice to the City.

Indemnification. To the extent allowed by law, Contractor shall defend, indemnify, and hold
harmless the City of Glendale, and its council, departments, boards, commissions, officers,
officials, agents, employees and volunteers (hereinafter referred to as “Indemnitee”) from and
against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs,
attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to
as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible
or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or
willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees

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or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under,
the Workers’ Compensation Law or arising out of the failure of such contractor to conform to any
federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific
intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely
from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor
from and against any and all claims. It is agreed that Contractor will be responsible for primary
loss investigation, defense and judgment costs where this indemnification is applicable. In
consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation
against the City of Glendale, its officers, officials, agents, employees and volunteers for losses
arising from the work performed by the Contractor for the City of Glendale.

No Assignment. No right or interest in this Contract may be assigned by either party and no
delegation of any duty of Contractor shall be made without prior written permission of the City.

Notices. All notices, requests, demands, consents, approvals, and other communications which
may or are required to be served or given hereunder (for the purposes of this provision collectively
called “Notices”), shall be in writing and shall be hand delivered or sent by registered or certified
United States mail, return receipt requested, postage prepaid, addressed to the party or parties to
receive such notice as follows:

City of Glendale Code Compliance

Attn: Tim Boling, Code Compliance Official
5850 West Glendale Avenue 2" Floor
Glendale, Arizona 85301

All Animals Rescue & Transportation, LLC
Attn: Robert A. Young

20021 North Cave Creek Road, #14
Phoenix, Arizona 85024

Or such other address as either party may from time to time furnish in writing to the other by notice
hereunder.

No Waiver. No breach of default hereunder shall be deemed to have been waived by either party,
except by written instrument to that effect signed by an authorized agent of such party. No waiver
of any such breach or default shall operate as a waiver of any other succeeding or preceding breach
or default or as a waiver of that breach or default after demand by such party for strict performance
of this Contract. Acceptance of partial or delinquent payments or performance shall not constitute
the waiver of any right of either party.

Records. Pursuant to provisions of Title 35, Chapter 1, Article 6 Arizona Revised Statutes §§ 35-
214 and 36-215, Contractor shall retain, and shall contractually require each subcontractor to
retains, all books, accounts, reports, files and other records relating to the acquisition and
performance of the Contract for a period of five (5) years after the completion of the Contract. All
such documents shall be subject to inspection and audit at reasonable times. Upon requests, a
legible copy of any or all such documents shall be produced at the offices of the City Attorney or
City Procurement Office.

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Insurance. The Contractor, performing as an independent Contractor hereunder, shall be fully
responsible for providing Workers’ Compensation or other applicable insurance coverage for itself
and its employees and the City shall have no responsibility of liability for such insurance coverage.

Contractor must provide to the City proof of insurance including a copy of the policy or a
certification by the insurance carrier, showing the Contractor to have in effect during the term of
this contract, a General Liability Insurance policy, which shall be the primary coverage for
Contractor activities under this contract. The coverage limits of such insurance shall not be less
than those listed below.

The insurance company issuing the policy required above shall have an AM Best financial rating
of “A-” or better and be authorized by the State of Arizona Department of Insurance to transact
business within the State. The certificate and policy shall name the City as an additional
insured and shall be primary and non-contributory coverage. The City shall also be an
additional insured to the full limits of the liability insurance purchased by the Consultant
even if those limits are in excess of those required by this contract.

The City reserves the right to terminate any Contractor agreement if the Contractor fails to
maintain such insurance coverage. Contractor must provide certification of insurance compliance
within ten (10) calendar days after notification of award. Certification must include: name and
address of insurance company; policy number; liability coverage amounts; a statement the policy
will not be canceled or failed to be renewed without thirty (30) days written notice to the City.

Type of Insurance Limits of Liability
(Minimum)
Workers’ Compensation Statutory
Employer’s Liability
Each Accident $100,000
Disease-Each Employee $100,000
Disease-Policy Limit $500,000

Commercial General Liability shall cover liability arising from bodily injury, property damage,
products-completed operations, personal and advertising injury, independent Contractors, and
broad form contractual coverage.

Each Occurrence $1,000,000
Personal and Advertising $1,000,000
General Aggregate $2,000,000
Products-Completed Operations $1,000,000

Automobile Liability — Including bodily injury and property damage for any owned, hired and
non-owned vehicles used in the performance of the services.

Combined Single Limit (CSL) $1,000,000
Professional Liability (Errors and Omissions) coverage shall apply to liability for a professional
error, act or omission arising out of the scope of services as defined.

Per Claim $1,000,000
Policy Aggregate $2,000,000

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Workers’ Compensation. Contractor must be in full compliance with the provisions of the Arizona
Workers’ Compensation Law (Title 23, Chapter 6, Arizona Revised Statutes) as amended, and all
rules and regulations of the Industrial Commission of Arizona made in pursuance thereof.
Contractor shall secure payment of compensation to employees by insuring the payment of such
compensation with the State Compensation Fund or any insurance company authorized by the
Insurance Department of Arizona to transact business in the State of Arizona.

Contractor further agrees that it will require any and all subcontractors performing work under the
agreement to comply with said Workers’ Compensation Law. It is expressly understood and
agreed that all persons employed directly or indirectly by the Contractor, or any of its
subcontractors, shall be considered the employees of such Contractor, or its subcontractor(s), and
not the employees of the City.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements
of A.R.S. § 41-4401.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors,
warrants compliance with this section.

No Boycott of Israel. The Parties agree that they are not currently engaged in and agree that for
the duration of the Agreement they will not engage in, a boycott of Israel, as that term is defined
in A.R.S. §35-393. Unless and until the District Court’s injunction in Jordahl v Brnovich, 336
F.Sup.3d 1016 (D.Ariz. 2018) is stayed or lifted, the Anti-Israel Boycott Provision (A.R.S.
§35.393.01 (A)) (if applicable to this agreement) is unenforceable and the City will take no action
to enforce it.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually
with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance
certificate signed by an officer of Contractor with oversight responsibility.

Entire Agreement. This Agreement represents the parties’ entire Agreement. There are no other

promises, terms, conditions or obligations, and this Agreement shall supersede all previous
communications, representations or agreements, either verbal or written.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year

set forth above.
“City”

City of Glendale, an Arizona
municipal corporation

Byy

Kevin R. Phelps"
City Manager

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

“Contractor”

All Animals Rescue & Transportation, LLC,
an Arizona corporation

mit a a

Robert A. Young
Owner